SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 30, 2014
PURE BIOSCIENCE, INC.
(Exact name of registrant as specified in its charter)
| DELAWARE | 001-14468 | 33-0530289 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
1725 Gillespie Way
El Cajon, California 92020
(Address of Principal Executive Offices)
(619) 596-8600
(Registrant’s telephone number including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 5.07 SUBMISSION TO A VOTE OF SECURITY HOLDERS
PURE Bioscience, Inc. (the “Company”) held its annual meeting of stockholders on January 30, 2014 (the “Annual Meeting”) pursuant to a definitive notice and proxy statement filed with the Securities and Exchange Commission on December 20, 2013. Descriptions of each of the proposals voted upon at the Annual Meeting are contained in the definitive proxy statement.
As of December 20, 2013, the record date for the annual meeting, 25,403,432 shares of the Company’s common stock were issued and outstanding. The holders of a total of 20,733,836 shares (81.61%) of common stock were present at the Annual Meeting, either in person or by proxy, which total constituted a quorum for purposes of the Annual Meeting.
The following is a summary of the proposals voted on at the Annual Meeting, including the number of votes cast for and against, and the number of abstentions and broker non-votes, with respect to each proposal.
1. The stockholders elected the following persons to the Company’s board of directors to hold office until the 2014 annual meeting of stockholders and until their respective successors are elected and qualified. The voting results, with respect to such persons, were as follows:
| Total Votes for Each Director |
Total votes Withheld from |
Abstain |
Broker Non-Votes | |||||
| Dave Pfanzelter |
12,880,917 | 61,939 | 0 | 7,790,980 | ||||
| Henry R. Lambert |
12,897,707 | 45,149 | 0 | 7,790,980 | ||||
| Gary Cohee |
12,771,670 | 171,186 | 0 | 7,790,980 | ||||
| David Theno, Jr., PhD |
12,911,911 | 30,945 | 0 | 7,790,980 | ||||
| Craig C. Culver |
12,911,911 | 30,945 | 0 | 7,790,980 | ||||
| William Otis |
12,912,242 | 30,614 | 0 | 7,790,980 |
2. The stockholders ratified the selection of Mayer Hoffman McCann P.C. as the independent public accountants for the Company for the fiscal year ending July 31, 2014. The voting results were as follows:
| For |
Against |
Abstain | ||
| 20,248,765 | 442,979 | 42,092 |
3. The stockholders approved a non-binding advisory vote on the compensation of the Company’s named executive officers, during the fiscal year ended July 31, 2013. The voting results were as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 12,520,401 | 375,331 | 47,124 | 7,790,980 |
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4. The stockholders approval a non-binding advisory vote on the frequency of the advisory vote on executive compensation. The voting results were as follows:
| 1 Year |
2 Year |
3 Year |
Abstain |
Broker Non-Votes | ||||
| 12,432,150 | 41,744 | 146,499 | 322,463 | 7,790,980 |
In light of the results of the stockholder vote on the frequency of future non-binding advisory votes on the compensation of the Company’s named executive officers, and consistent with the Company’s recommendation, the Company’s Board of Directors has determined that the Company will hold a non-binding advisory vote on executive compensation annually until the next required vote on the frequency of future non-binding advisory votes on the compensation of the Company’s named executive officers.
No other items were presented for stockholder approval at the Annual Meeting.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PURE BIOSCIENCE, INC. | ||||||
| Dated: February 3, 2014 | By: | /s/ Peter C. Wulff | ||||
| Peter C. Wulff, | ||||||
| Chief Financial Officer | ||||||